For people setting up or expanding their business in Spain, there are several types of corporate entities available, with the most common start-up entity being the limited liability company. To set up a limited liability company in Spain (Sociedad Limitada, S.L., or Sociedad Anónima, S.A.) a deed of incorporation must be granted before a Spanish Notary Public and the following actions must be taken in advance:
- Drawing up the Articles of Association: The name of the Spanish company (which shall be reserved in advance before the Central Registrar of Companies), the registered office, the share capital, the year-end closing date, the business purpose and information about the Sole Director/Board of Directors of the SL/SA should be defined and provided to us. Based on the information received, TMF Group Spain will prepare the Articles of Association and liaise with the notary for the finalisation of the deed of incorporation.
- Drawing up the Power of Attorney, to be released by the shareholders, in order to appoint an attorney (Spanish speaker, to avoid any language issues) who will represent the shareholder(s) at the incorporation deed. TMF will draft the text of the PoA, to be signed by the legal representative of the shareholder(s). The signature must be notarised and legalised with an apostille. TMF’s managers can act as attorneys of the shareholders with regard to the incorporation deed.
- Transferring the share capital to Spain: TMF Group Spain will take care of all the necessary formalities for the purpose of executing the incorporation deed. The only action for the shareholder(s) is to arrange the money transfer to a Spanish bank account at the client’s preferred bank.
- Applying for the Spanish fiscal code(s) for the shareholder(s) and non-resident future directors of the S.L./S.A.. TMF will prepare a number of documents to be signed by the shareholder/director(s) (notarisation/legalisation is requested), and will take care of the application process.
- Getting the Certified Electronic Mail of the S.L./S.A.: TMF Group Spain can assist you with this.
The above mentioned documents and information are necessary to execute the incorporation contract in front of a Spanish Notary Public. After holding the incorporation deed:
- TMF Group Spain and/or the notary will file the deed with the local Registrar of Companies
- TMF Group Spain will apply for the VAT registration of the S.L./S.A.
- TMF Group Spain will set up the corporate books of the S.L./S.A. (i.e. Book of the Shareholders’ resolution, Book of the Board resolutions) and will liaise with the notary for their legalisation
- In the case that a Board of Directors is appointed, a board meeting shall be held in order to assign the relevant powers to the directors
Please remember that notary services cost approximately €200 (depending on the amount of the share capital and complexity of the operation) while registration costs €300 (depending on the amount of the share capital) and normally takes around 7-15 days).
Besides the services listed above, TMF Group Spain also provides registered entities (shelf companies) to save you the time involved in setting-up companies and help you start your business immediately.